UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
or
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer |
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Accelerated filer |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of November 11, 2022, there were
JANONE INC.
INDEX TO FORM 10-Q
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Page |
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Item 1. |
3 |
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Unaudited Condensed Consolidated Balance Sheets as of October 1, 2022 and January 1, 2022 |
3 |
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4 |
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5 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 1. |
38 |
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Item 1A. |
38 |
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Item 2. |
38 |
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Item 3. |
38 |
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Item 4. |
38 |
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Item 5 |
39 |
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Item 6. |
40 |
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41 |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
JANONE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per-share amounts)
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October 1, |
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January 1, |
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(Unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Trade and other receivables, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right to use asset - operating leases |
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Intangible assets, net |
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Note receivable, net |
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Marketable securities |
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Deposits and other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity (Deficit) |
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Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities - other |
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Accrued liability - California Sales Taxes |
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Lease obligation short–term - operating leases |
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Short–term debt |
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Current portion of notes payable |
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Current portion of related party note payable |
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Total current liabilities |
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Lease obligation long term - operating leases |
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Notes payable - long term portion |
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Long-term portion related party note payable |
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Other noncurrent liabilities |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock, series A - par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders' equity (deficit) |
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( |
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Total liabilities and stockholders' equity (deficit) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
JANONE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(Dollars in thousands, except per-share)
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For the Thirteen Weeks Ended |
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For the Thirty-Nine Weeks Ended |
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October 1, |
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October 2, |
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October 1, |
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October 2, |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross profit |
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Operating expenses: |
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Selling, general and administrative expenses |
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Gain on sale of GeoTraq |
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( |
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Operating income (loss) |
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( |
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( |
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( |
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Other income (expense): |
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Interest income (expense), net |
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( |
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( |
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( |
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Gain on Payroll Protection Program loan forgiveness |
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Gain (loss) on litigation settlement, net |
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( |
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Gain on settlement of vendor advance payments |
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Gain on reversal of contingency loss |
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Unrealized loss on marketable securities |
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( |
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( |
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Other income, net |
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Total other income (expense), net |
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( |
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( |
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Income (loss) from operations before provision for income taxes |
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( |
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( |
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( |
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Provision for income taxes |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Net income per share: |
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Basic income per share |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Diluted income per share |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Other comprehensive loss, net of tax: |
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Effect of foreign currency translation adjustments |
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( |
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Total other comprehensive income loss, net of tax |
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( |
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Comprehensive income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
JANONE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
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For the Thirty-Nine Weeks Ended |
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October 1, 2022 |
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October 2, 2021 |
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OPERATING ACTIVITIES: |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash used in operating |
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Depreciation and amortization |
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Amortization of debt issuance costs |
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Stock based compensation expense |
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Accretion of note receivable discount |
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( |
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Gain on legal settlement |
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( |
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Gain on Payroll Protection Program loan forgiveness |
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( |
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Gain on settlement of vendor advance payments |
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( |
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Gain on reversal of contingent liability |
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( |
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Gain on sale of GeoTraq |
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( |
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Unrealized loss on marketable securities |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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( |
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Inventories |
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Right of use assets |
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( |
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Lease liability |
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Accounts payable and accrued expenses |
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Deposits and other Assets |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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INVESTING ACTIVITIES: |
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Purchases of property and equipment |
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( |
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( |
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Purchases of intangibles |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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FINANCING ACTIVITIES: |
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Proceeds from equity financing, net |
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Proceeds from issuance of short-term notes payable |
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Proceeds from stock option exercise |
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Proceeds from notes payable |
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Payments on related party notes payable |
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( |
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Payments on notes payable |
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( |
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Payments on short-term notes payable |
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( |
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( |
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Net cash provided by financing activities |
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Effect of changes in exchange rate on cash and cash equivalents |
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( |
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INCREASE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, beginning of period |
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CASH AND CASH EQUIVALENTS, end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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Right to use asset - operating leases capitalized |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
JANONE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(Dollars in thousands)
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Series A Preferred |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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Equity (Deficit) |
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Balance, January 1, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Share based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, April 2, 2022 |
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— |
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( |
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( |
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( |
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Series A-1 preferred converted |
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( |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, July 2, 2022 |
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— |
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( |
) |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance, October 1, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Series A Preferred |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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Equity |
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Balance, January 1, 2021 |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Shares issued |
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— |
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— |
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— |
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— |
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— |
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Share based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock option exercise |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, April 3, 2021 |
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— |
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( |
) |
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( |
) |
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Share based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock option exercise |
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— |
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|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Series A-1 preferred converted |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance, July 3, 2021 |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Share based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance, October 2, 2021 |
|
|
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Note 1: Background
The accompanying consolidated financial statements include the accounts of JanOne Inc., a Nevada corporation, and its subsidiaries (collectively the “Company” or “JanOne”).
The Company has
During September 2019, JanOne, through its biotechnology segment, broadened its business perspectives to become a pharmaceutical company focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties.
ARCA Recycling, Inc. (“ARCA Recycling”) is the Company’s Recycling segment and provides turnkey recycling services for electric utility energy efficiency programs in the United States. ARCA Canada Inc. (“ARCA Canada”) provides turnkey recycling services for electric utility energy efficiency programs in Canada. Customer Connexx, LLC (“Connexx”) provides call center services for ARCA Recycling and ARCA Canada. On February 19, 2021, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with (i) ARCA Affiliated Holdings Corporation, a Delaware corporation, (ii) ARCA Services Inc., a Delaware corporation, and (iii) Connexx Services Inc, a Delaware corporation (collectively, the “Buyers”), pursuant to which the Buyers agreed to acquire substantially all of the assets, and assume certain liabilities, of ARCA Recycling and Connexx (the “Disposition Transaction”). The principal of the Buyers is Virland A. Johnson, our Chief Financial Officer. On November 14, 2021, the parties entered into an amendment to the Purchase Agreement, which provided for the immediate termination of the transactions proposed by the Purchase Agreement and for an amendment for the Buyers to pay to us a “break fee.” The break fee was amended to an aggregate of $
GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended January 1, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets (see Note 24).
The Company reports on a 52- or 53-week fiscal year. The Company’s 2021 fiscal year (“2021”) ended on January 1, 2022, and the current fiscal year (“2022”) will end on December 31, 2022.
Going concern
The Company currently faces a challenging competitive environment and is focused on improving its overall profitability, which includes managing expenses. The Company reported a net loss of approximately $
The Company has available cash balances and funds available under its credit facility with Gulf Coast Bank and Trust (“Gulf Coast”) to provide sufficient liquidity to fund the entity’s operations and remodeling activities for at least the next twelve months. The Company expects to generate cash from operations for the remainder of fiscal year 2022, given its current cost cutting measures. However, the Company cannot be certain its efforts will suffice. The agreement with Gulf Coast allows the Company to obtain lending in the amount of the lesser of $
As of January 1, 2022, the Company had recorded a full impairment of the GeoTraq intangible asset. On May 24, 2022, the Company sold substantially all of the GeoTraq assets, as discussed in Note 24 below.
7
Based on the above, management has concluded that, as of October 1, 2022, the Company is not aware of, and did not identify, any other conditions or events that would cause the Company to not be able to continue business as a going concern for the next twelve months.
Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended January 1, 2022.
Reclassifications
Certain amounts in the prior period have been reclassified to conform to the current period presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets and estimated useful lives for intangible assets and property and equipment.
Financial Instruments
Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivable, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of short-term debt at October 1, 2022 and January 1, 2022 approximate fair value.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value.
Trade Receivables and Allowance for Doubtful Accounts
The Company carries unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company writes off trade receivables when deemed uncollectible. The Company records recoveries of trade receivables previously written off when payment is received. The Company considers a trade receivable to be past due if any portion of the receivable balance
8
is outstanding for more than ninety days. The Company does not charge interest on past due receivables. The Company has
Inventories
Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value. The Company provides estimated provisions for the obsolescence of appliance inventories, including adjustment to market, based on various factors, including the age of such inventory and management’s assessment of the need for such provisions. We look at historical inventory aging reports and margin analyses in determining our provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. The Company has
Property and Equipment
Property and Equipment are stated at cost, less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful life of building and improvements is
The Company periodically reviews property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to maintaining our facilities and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows.
Intangible Assets
The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Under ASC 350, intangible assets subject to amortization, shall be reviewed for impairment in accordance with the Impairment or Disposal of Long-Lived Assets in ASC 360, Property, Plant, and Equipment.
Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included:
If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to its carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the Company’s specific use of those assets (not how a market participant would use those assets); and are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable.
9
The Company’s intangible assets consist of customer relationship intangibles, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, patent USPTO reference No. 10,182,402, and historical know-how, designs and related manufacturing procedures. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing –
Based on a qualitative evaluation, for the year ended January 1, 2022, the Company recorded an impairment charge for the full unamortized balance of its GeoTraq intangible, in the amount of $
Revenue Recognition
Biotechnology Revenue
The Company is currently generating no revenue from its Biotechnology segment.
Recycling Revenue
The Company provides replacement appliances and provides appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. As part of the Company’s de-manufacturing and recycling process, it receives revenue from scrap dealers for refrigerant, steel, plastic, glass, copper and other residual items.
The Company accounts for revenue in accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers.
Under the revenue standard, the Company determines revenue recognition through the following steps:
As part of our assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product or service based on its relative standalone selling price. The product or service price, as specified on the contract, is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances.
Replacement Product Revenue
The Company generates revenue by providing replacement appliances. Revenue is recognized at the point in time when control of the replacement product is transferred to the end user and when performance obligations are satisfied, which typically occurs upon delivery from the Company’s center facility and installation at the end user’s home.
Recycling Services Revenue
The Company generates revenue by providing pickup and recycling services. Revenue is recognized at the point in time when a to-be recycled appliance has been picked up and transfer of ownership has occurred, thereby satisfying the performance obligation.
10
Byproduct Revenue
The Company generates other recycling byproduct revenue (the sale of copper, steel, plastic, and other recoverable non-refrigerant byproducts) as part of a de-manufacturing process. The Company recognizes byproduct revenue upon delivery and transfer of control of the byproduct to a third-party recycling customer having mutually agreed upon a price per pound, and that collection is reasonably assured. Transfer of control occurs at the time the customer assumes possession of the byproduct material. Revenue recognized is a function of byproduct weight, type and, in some cases, volume of the byproduct delivered multiplied by the market rate as quoted.
Contract Liability
Receivables are recognized in the period the Company ships the product or provides the service. Payment terms on invoiced amounts are based on contractual terms with each customer. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, they are recorded as deferred revenue, which represents a contract liability. The Company recognizes a contract liability as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met, and any constraints have been resolved. The Company defers product costs until recognition of the related revenue occurs.
Assets Recognized from Costs to Obtain a Contract with a Customer
The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has concluded that no material costs have been incurred to obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts, meet the capitalization criteria, and as such, there are
Other:
The majority of the Company’s revenue recognized is derived from contracts with customers.
Technology Revenue
The Company is currently generating no revenue from its Technology segment.
Shipping and Handling
The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues.
Advertising Expense
Advertising expense is charged to operations as incurred. The Company had $
Fair Value Measurements
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
11
Income Taxes
The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Condensed Consolidated Statements of Operations and Other Comprehensive Income (loss).
Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.
Lease Accounting
The Company accounts for leases in accordance with ASC 842 – Leases. This accounting standard requires all lessees to record the impact of leasing contracts on the balance sheet as a right to use asset and corresponding liability. This is measured by taking the present value of the remaining lease payments over the lease term and recording a right to use asset (“ROU”) and corresponding lease obligation for lease payments. Rent expense is realized on a straight-line basis and the lease obligation is amortized based on the effective interest method. The amounts recognized reflect the present value of remaining lease payments for all leases that have a lease term greater than 12 months. The discount rate used is an estimate of the Company’s incremental borrowing rate based on information available at lease commencement.
In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company uses an estimate of its incremental borrowing rate based on information available at lease commencement in determining present value of lease payments.
The Company leases warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through
The Company's operating leases contain no residual value guarantees or contain restrictive covenants.
Lease amounts accounted for under ASC 842 were determined based on analysis of the lease contracts using lease payments and timing as documented in the contract. Non-lease contracts were also evaluated to determine if the contract terms provided an asset that was controlled by the Company, and provided it with substantially all relevant economic benefits. The Company is not a party to any contracts containing embedded leases. All lease contracts were reviewed, and distinctions made between lease and non-lease payments. Only payments related to the lease of the asset were included in lease payment calculations. Management uses an estimation of its incremental borrowing rate at lease commencement over similar terms as the lease contracts in determining the present value of its lease obligations.
Stock-Based Compensation
The Company from time to time grants stock awards, restricted stock awards, and options to employees (including executives), non-employees, and members of the Board of Directors. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. The value of each award is recognized over the vesting period.
12
Foreign Currency
The financial statements of the Company’s non-U.S. subsidiary are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Under ASC 830, if the assets and liabilities of the Company are recorded in certain non-U.S. functional currencies other than the U.S. dollar, they are translated at rates of exchange at year end. Revenue and expense items are translated at the average monthly exchange rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.
Earnings Per Share
Earnings per share is calculated in accordance with ASC 260, “Earnings Per Share”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis.
Segment Reporting
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has determined it has
Concentration of Credit Risk
The Company maintains cash balances at several banks in several states including, California, Minnesota, and Nevada. Accounts are insured by the Federal Deposit Insurance Corporation up to $
Note 3: Trade and other receivables
The Company’s trade and other receivables as of October 1, 2022 and January 1, 2022, respectively, were as follows (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
Trade receivables, net |
|
$ |
|
|
$ |
|
||
Factored accounts receivable |
|
|
|
|
|
( |
) |
|
Prestige Capital reserve receivable |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Trade and other receivables, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Trade accounts receivable |
|
$ |
|
|
$ |
|
||
Un–billed trade receivables |
|
|
|
|
|
|
||
Total trade receivables, net |
|
$ |
|
|
$ |
|
||
Note 4: Inventory
Appliances held for sale are stated at the lower of cost, determined on a specific identification basis, or net realizable value. Inventory raw material – chips, are stated at the lower of average cost or net realizable value.
|
|
October 1, |
|
|
January 1, |
|
||
Appliances held for resale |
|
$ |
|
|
$ |
|
||
Inventory – raw material – chips |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
13
The Company provides estimated provisions for the obsolescence of inventories, including adjustments to net realizable value, based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions. The Company reviews historical inventory aging reports and margin analyses in determining our provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. As of October 1, 2022 and January 1, 2022, the Company has recorded
Note 5: Prepaids and other current assets
Prepaids and other current assets as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
Prepaid insurance |
|
$ |
|
|
$ |
|
||
Prepaid rent |
|
|
|
|
|
|
||
Prepaid other |
|
|
|
|
|
|
||
Total prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Note 6: Notes receivable
ApplianceSmart
On December 30, 2017, the Company sold its retail appliance segment, ApplianceSmart, Inc. (“ApplianceSmart”) to ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, pursuant to a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser purchased from the Company all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $
On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. Consequently, the Company recorded an impairment charge of approximately $
On October 13, 2021, a hearing was held to consider approval of a disclosure statement filed by ApplianceSmart in conjunction with its bankruptcy proceedings. On December 14, 2021, a hearing was held to confirm ApplianceSmart’s plan for reorganization (the “Plan”). On January 10, 2022, ApplianceSmart paid $
GeoTraq
On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc. (“SPYR”), pursuant to which the Company sold to SPYR substantially all of the assets and none of the specified liabilities of GeoTraq, as discussed in Note 24 below. In connection with the Purchase Agreement, SPYR delivered to the Company a five-year Promissory Note in the initial principal amount of $
As of October 1, 2022, no interest payments had been received in connection with the Asset Purchase Agreement. SPYR is reviewing options to issue shares permitting it to remain in compliance with the Asset Purchase Agreement and not violate rules as set forth by the SEC. Any future shares of SPYR stock issued to the Company will be restricted.
In connection with the asset sale, the Company engaged a third-party valuation firm to assess the fair value of the consideration received. Based on the valuation, the Promissory Note was valued at approximately $
14
Note 7: Property and Equipment
Property and equipment as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s):
|
|
Useful Life |
|
October 1, |
|
|
January 1, |
|
||
Buildings and improvements |
|
|
$ |
|
|
$ |
|
|||
Equipment |
|
|
|
|
|
|
|
|||
Projects under construction |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
|
|
$ |
|
|
$ |
|
||
Depreciation expense was approximately $
Note 8: Intangible Assets
Intangible assets as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
Patent and domains |
|
$ |
|
|
$ |
|
||
Computer software |
|
|
|
|
|
|
||
Intangible assets |
|
|
|
|
|
|
||
Less accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Total intangible assets |
|
$ |
|
|
$ |
|
||
Intangible amortization expense was approximately $
Note 9: Marketable Securities
Marketable securities as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s, except shares):
|
|
Shares |
|
Amount |
|
||
Beginning balance, January 1, 2022 |
|
|
|
$ |
|
||
Securities received |
|
|
|
|
|
||
Mark-to-market |
|
|
— |
|
|
( |
) |
Ending balance, October 1, 2022 |
|
|
|
$ |
|
||
Marketable securities reflect shares of SPYR stock received by the Company in connection with the sale of GeoTraq (see Note 24). Shares held are marked to fair market value as of each balance sheet date, with the resulting change recorded as an unrealized gain or loss. Unrealized loss recorded for the 13 weeks and 39 weeks ended October 1, 2022 was approximately $
Note 10: Deposits and other assets
Deposits and other assets as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
Deposits |
|
$ |
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total deposits and other assets |
|
$ |
|
|
$ |
|
||
15
Deposits are for a refundable “deposit in lieu of bond”, in the amount of $
Note 11: Leases
The Company accounts for leases in accordance with ASC 842. The amount recorded is the present value of all remaining lease payments for leases with terms greater than 12 months. The right of use asset is offset by a corresponding liability. The discount rate is based on an estimate of our incremental borrowing rate for terms similar to our lease terms at the time of lease commencement. The asset will be amortized over remaining lease terms. See Lease Accounting in Note 2.
Total present value of future lease payments as of October 1, 2022 (in $000’s):
Twelve months ended, |
|
|
|
|
2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
|
|
|
Less Interest |
|
|
( |
) |
Present Value of Payments |
|
$ |
|
|
During the 39 weeks ended October 1, 2022 and October 2, 2021, approximately $
Additionally, the Company obtained right-of-use assets in exchange for lease liabilities of approximately $
Note 12: Accrued Liabilities
Accrued liabilities as of October 1, 2022 and January 1, 2022 consist of the following (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
Compensation and benefits |
|
$ |
|
|
$ |
|
||
Contract liability |
|
|
|
|
|
|
||
Accrued incentive and rebate checks |
|
|
|
|
|
|
||
Accrued transportation costs* |
|
|
|
|
|
|
||
Accrued guarantees |
|
|
|
|
|
|
||
Accrued purchase orders |
|
|
|
|
|
|
||
Accrued taxes |
|
|
|
|
|
|
||
Accrued litigation settlement |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
During the 39 weeks ended October 1, 2022, the Company reversed approximately $
*
16
Contract liabilities rollforward
The following table summarizes the contract liability activity for the 39 weeks ended October 1, 2022 (in $000’s):
Beginning balance, January 1, 2022 |
|
$ |
|
|
Accrued |
|
|
|
|
Settled |
|
|
( |
) |
Ending balance, October 1, 2022 |
|
$ |
|
Note 13: Accrued Liability – California Sales Tax
The Company operates in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities.
The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for years 2011, 2012, and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. As a result, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included the years 2011, 2012, and 2013 and extended through the nine-month period ended September 30, 2014.
On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012, and 2013 in the amount of approximately $
As of October 1, 2022, and January 1, 2022, the Company’s accrued liability for California sales tax was approximately $
Note 14: Income Taxes
The Company’s overall effective tax rate was
The Company regularly evaluates both positive and negative evidence related to retaining a valuation allowance against certain deferred tax assets. The realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. The Company has concluded, based on the weight of evidence, that a valuation allowance should be maintained against deferred tax assets that are not expected to be utilized in the near future. The Company continues to recognize a full valuation allowance against its Canadian operations.
Note 15: Long-Term Debt
Long-term debt and other financing obligations as of October 1, 2022 and January 1, 2022, consist of the following (in $000’s):
|
|
October 1, |
|
|
January 1, |
|
||
AFCO Finance |
|
$ |
|
|
$ |
|
||
KLC Financial |
|
|
|
|
|
|
||
Gulf Coast Bank and Trust Company |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Less unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Net amount |
|
|
|
|
|
|
||
Less current portion |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
||
17
AFCO Finance
The Company has entered into a financing agreement with AFCO Credit Corporation (“AFCO”) purchased through Marsh Insurance on an annual basis to fund the annual premiums on insurance policies due July 1 of each year. These policies relate to workers’ compensation and various liability policies including, but not limited to, General, Auto, Umbrella, Property, and Directors’ and Officers’ insurance. The total amount of the premiums financed in July 2022 was approximately $
KLC Financial
On March 25, 2021, ARCA Recycling entered into a Master Equipment Finance Agreement (collectively, the “Equipment Finance Agreement”) with KLC Financial, Inc. (“KLC”). Under the terms of the Equipment Finance Agreement, KLC has agreed to make loans to ARCA Recycling secured by certain equipment purchased or to be purchased by ARCA Recycling on terms set forth or to be set forth in schedules to the Equipment Finance Agreement. Under the terms of Schedule No. 01 (the “Initial Loan”), KLC has agreed to loan ARCA Recycling approximately $
Gulf Coast Bank and Trust Company
On September 26, 2022, ARCA Recycling, Inc. entered into a series of agreements with Gulf Coast to refinance its existing credit facility with Prestige Capital. The principal limit of the refinanced facility is $
Advances under the new credit facility will bear interest at the prime rate, as published daily in the Wall Street Journal, plus
The facility matures on
18
Note 16: Commitments and Contingencies
Litigation
SEC Complaint
On August 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and one of its executive officers, Virland Johnson, the Company's Chief Financial Officer, as defendants (collectively, the “Defendants”).
The SEC Complaint alleges financial, disclosure and reporting violations against the Company and the executive officer under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. The SEC Complaint also alleges various claims against the executive officer under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC seeks permanent injunctions and civil penalties against the Defendants, and an officer-and-director bar against the executive officer. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm.
The Company continues to assert that the SEC’s pursuit of this matter will not result in any benefit to investors and instead will only serve as a distraction from core business. On October 1, 2021, the Company, filed a motion with the court to dismiss the complaint. The SEC filed its response opposing the motions on November 1, 2021. The Defendants filed their reply to the SEC’s opposition on November 15, 2021. On September 7, 2022, the motions to dismiss were denied by the court.
The Defendants strongly dispute and deny the allegations and are vigorously defending themselves against the claims.
Skybridge
On December 29, 2016, the Company served a Minnesota state court complaint for breach of contract on Skybridge Americas, Inc. (“SA”), the Company’s primary call center vendor throughout 2015 and most of 2016. The Company seeks damages in the millions of dollars as a result of alleged overcharging by SA and lost client contracts. On January 25, 2017, SA served a counterclaim for unpaid invoices in the amount of approximately $
AMTIM Capital
AMTIM Capital, Inc. (“AMTIM”) acts as the Company’s representative to market our recycling services in Canada under an arrangement that pays AMTIM for revenues generated by recycling services in Canada as set forth in the agreement between the parties. A dispute has arisen between AMTIM and the Company with respect to the calculation of amounts due to AMTIM pursuant to the agreement. In a lawsuit filed in the province of Ontario, AMTIM claims a discrepancy in the calculation of fees due to AMTIM by the Company of approximately $
19
GeoTraq
On or about April 9, 2021, GeoTraq, Gregg Sullivan, Tony Isaac, and the Company, among others, resolved all of their claims that related to, among other items, the Company's acquisition of GeoTraq in August 2017, all post-acquisition activities, and Mr. Sullivan’s post-acquisition employment relationship with GeoTraq (all of such claims, the “GeoTraq Matters”). The resolution was effectuated through the parties’ execution and delivery of a Settlement Agreement and Mutual Agreement of Claims (the “GeoTraq Settlement Agreement”).
Under the terms of the Settlement Agreement, the Company, on its own behalf and on behalf of GeoTraq and Mr. Isaac, agreed to tender to Mr. Sullivan an aggregate of $
Pursuant to the terms of the Settlement Agreement, Mr. Sullivan provided the Company with his proxy to vote his remaining shares of its Series A-1 Preferred Stock that the Company had issued to him in connection with its acquisition of GeoTraq in 2017, as well as his proxy for the shares of the Company's common stock into which those shares of preferred stock may be converted. The Company may utilize the proxy in the context of an annual meeting of its stockholders, a special meeting of its stockholders, and a written consent of its stockholders. Subject to the above-described contingent GeoTraq Prepayment tender
The parties to the Settlement Agreement released and forever discharged one another from any and all known and unknown claims that were asserted or could have been asserted arising out of the GeoTraq Litigation Matters. As of October 1, 2022, the accrued liability for payments due to Mr. Sullivan under the settlement agreement was $
Other Commitments
As previously disclosed and as discussed, on December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to the Purchaser (see Note 6). In connection with that sale, as of December 28, 2019, the Company accrued an aggregate amount of future real property lease payments of approximately $
The Company is party from time to time to other ordinary course disputes that we do not believe to be material to our financial condition as of October 1, 2022.
20
Note 17: Stockholders’ Equity
Common Stock: Our Articles of Incorporation authorize
As of October 1, 2022, and January 1, 2022, there were
Equity Offering
On January 29, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the sale by the Company in a registered direct offering (the “Offering”) of
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers and customary indemnification rights and obligations of the parties.
A.G.P./Alliance Global Partners acted as the sole placement agent (the “Placement Agent”) for the Company on a “reasonable best efforts” basis in connection with the Offering. The Company entered into a Placement Agency Agreement, dated as of January 29, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of
The shares of Common Stock sold in the Offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251645) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission on December 23, 2020 and was declared effective on December 29, 2020.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties, and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement incorporated by reference in this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their entireties by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, a copy of each of which is filed as Exhibit 10.1 and Exhibit 1.1, respectively, to the Company’s Current Report on Form 8-K as filed on January 29, 2021 and each is incorporated by reference herein.
Stock Options: The 2016 Plan, which replaces the 2011 Plan, authorizes the granting of awards in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) restricted stock awards, and (iv) restricted stock units, and expires on the earlier of
The Company's 2011 Plan, which has expired, authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares. As of October 1, 2022, and January 1, 2022,
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model.
21
Additional information relating to all outstanding options is as follows:
|
|
|
|
|
Weighted |
|
|
Aggregate |
|
|
Weighted |
|
||||
|
|
Options |
|
|
Exercise |
|
|
Intrinsic |
|
|
Contractual |
|
||||
Outstanding at January 2, 2021 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cancelled/expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at January 1, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cancelled/expired/forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at October 1, 2022 |
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|
|||
Exercisable at October 1, 2022 |
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|
|||
The Company recognized approximately $
As of October 1, 2022, the Company has no unrecognized share-based compensation expense associated with stock option awards.
Series A-1 Preferred Stock
Shares of Series A-1 Preferred Stock are convertible into the Company’s common shares at a ratio of . During the 39 weeks ended October 1, 2022,
Note 18: Loss Per Share
Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net loss per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. As discussed in Note 17 above,
The following table presents the computation of basic and diluted net loss per share (in $000’s, except share and per–share data):
|
|
For the Thirteen Weeks Ended |
|
|
For the Thirty-Nine Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||
Net income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted income (loss) per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Potentially dilutive securities totaling
22
Note 19: Major Customers and Suppliers
For the 13 weeks ended October 1, 2022, one customer represented approximately
As of October 1, 2022, six customers represented five percent or more than of the Company's total trade receivables, and represented a combined
During the 39 weeks ended October 1, 2022 and October 2, 2021, the Company purchased appliances for resale from five and four suppliers, respectively. The Company has secured, and is continuing to secure, other vendors from which to purchase appliances. However, the curtailment or loss of one of these suppliers or any appliance supplier could adversely affect the Company’s operations.
Note 20: Defined Contribution Plan
The Company has a defined contribution salary deferral plan covering substantially all employees under Section 401(k) of the Internal Revenue Code. The Company contributes an amount equal to 10 cents for each dollar contributed by each employee up to a maximum of
23
Note 21: Segment Information
The Company operates within targeted markets through
The following tables present our segment information for the 13 weeks and 39 weeks ended October 1, 2022 and October 2, 2021 (in $000's):
|
|
Thirteen Weeks Ended |
|
|
Thirty-Nine Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Recycling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Recycling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating Income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Recycling |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total Operating income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Recycling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Recycling |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest expense, net |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net income (loss) before benefit from income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Recycling |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total Net income (loss) before benefit from income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
24
|
|
As of |
|
|
As of |
|
||
Assets |
|
|
|
|
|
|
||
Biotechnology |
|
$ |
|
|
$ |
|
||
Recycling |
|
|
|
|
|
|
||
Technology |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Intangible assets |
|
|
|
|
|
|
||
Biotechnology |
|
$ |
|
|
$ |
|
||
Recycling |
|
|
|
|
|
|
||
Technology |
|
|
|
|
|
|
||
Total Intangible assets |
|
$ |
|
|
$ |
|
||
Note 22: Related Parties
Shared Services
Tony Isaac, the Company’s Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures Incorporated (“Live Ventures”) and managing member of Isaac Capital Group LLC (“ICG”), a greater than
ApplianceSmart Note
As stated in Note 6, on December 30, 2017, the Company sold its retail appliance segment, ApplianceSmart, Inc. (“ApplianceSmart”) to ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, pursuant to a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser purchased from the Company all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $
On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. Consequently, the Company recorded an impairment charge of approximately $
On October 13, 2021, a hearing was held to consider approval of a disclosure statement filed by ApplianceSmart in conjunction with its bankruptcy proceedings. On December 14, 2021, a hearing was held to confirm ApplianceSmart’s plan for reorganization (the “Plan”). On January 10, 2022, ApplianceSmart paid $
For discussion related to potential obligations and or guarantees under ApplianceSmart Leases, see Note 16.
25
Related Party ICG Group Note
On August 28, 2019, ARCA Recycling entered into and delivered to ICG a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $
ARCA Purchasing Agreement
On April 5, 2022, ARCA entered into a Purchasing Agreement with Live Ventures. Pursuant to the agreement, Live agrees to purchase inventory from time to time for ARCA, as set forth in submitted purchase orders. The inventory is owned by Live until which time payment by ARCA is received. All purchases made by the ARCA shall be paid back to Live in full plus an additional five percent surcharge or broker-type fee. The term of the Agreement is one year, and automatically renews if not terminated by either party, as provided for in the Agreement.
Note 23. Sale of ARCA and Connexx
On February 19, 2021, the Company, together with its subsidiaries (a) ARCA Recycling, Inc., a California corporation (“ARCA”), and (b) Customer Connexx LLC, a Nevada limited liability company (“Connexx”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with (i) ARCA Affiliated Holdings Corporation, a Delaware corporation, (ii) ARCA Services Inc., a Delaware corporation, and (iii) Connexx Services Inc, a Delaware corporation (collectively, the “Buyers”), pursuant to which the Buyers agreed to acquire substantially all of the assets, and assume certain liabilities, of ARCA and Connexx (the “Disposition Transaction”). The principal of the Buyers is Virland A. Johnson, our Chief Financial Officer. The Disposition Transaction was previously expected to be consummated on or before August 18, 2021 (the "Outside Date"). On August 12, 2021, the parties entered into Amendment No. One to Asset Purchase Agreement (the “Recycling Sale Amendment”) to extend the Outside Date to September 30, 2021. In the event the Disposition Transaction is not closed by such date, the Purchase Agreement may be terminated and, in accordance with its terms, the Buyers may be required to pay to us a “break fee” of $
26
Note 24. Sale of GeoTraq
On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $
In connection with the Asset Purchase Agreement, the Company employed an independent third-party firm to assess the fair value of the
The following table illustrates the calculation of the gain on sale of GeoTraq, as shown on the income statement (in $000's):
Purchase price |
|
$ |
|
|
Discount on note receivable |
|
|
( |
) |
Premium on shares received |
|
|
|
|
Derecognition of GeoTraq inventory |
|
|
( |
) |
Gain on sale |
|
$ |
|
27
Note 25. Subsequent event
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in its financial statements.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Dollars stated in thousands, except per–share amounts.
Forward-Looking and Cautionary Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’ or ‘‘anticipates’’ or similar expressions that concern our strategy, plans or intentions. Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in “Item 1-Business, Item 1A – Risk Factors” of our Form 10-K and Part II, Item 1A of this Form 10-Q. Some of the factors that we believe could affect our results include:
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Our MD&A should be read in conjunction with our Form 10-K (including the information presented therein under the caption Risk Factors), together with our Quarterly Reports on Forms 10-Q and other publicly available information. All amounts herein are unaudited.
Overview
We are focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. In addition, through our subsidiaries ARCA Recycling, Connexx, and ARCA Canada, we are engaged in the business of recycling major household appliances in North America by providing turnkey appliance recycling and replacement services for utilities and other sponsors of energy efficiency programs. Also, through our GeoTraq Inc. subsidiary, we have been engaged in the development, design of wireless transceiver modules with technology that provides LBS directly from global Mobile IoT networks. However, Our GeoTraq subsidiary has not generated any revenue to date, including in the fiscal year ended January 1, 2022. Consequently, during the year ended January 1, 2022, the Company took a full write-down of the unamortized portion of the GeoTraq intangible asset of approximately $9.8 million. Further, as discussed in Note 24 above, on May 24, 2022, we sold substantially all of the GeoTraq assets.
29
We operate three reportable segments:
For the 13 weeks ended October 1, 2022 and October 2, 2021
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
|
|
13 Weeks Ended |
|
|
13 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
8,587 |
|
|
|
100.0 |
% |
|
$ |
12,113 |
|
|
|
100.0 |
% |
Cost of revenue |
|
|
7,553 |
|
|
|
88.0 |
% |
|
|
9,032 |
|
|
|
74.6 |
% |
Gross profit |
|
|
1,034 |
|
|
|
12.0 |
% |
|
|
3,081 |
|
|
|
25.4 |
% |
Selling, general and administrative expense |
|
|
2,858 |
|
|
|
33.3 |
% |
|
|
3,925 |
|
|
|
32.4 |
% |
Gain on sale of GeoTraq |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
Operating loss |
|
|
(1,824 |
) |
|
|
-21.2 |
% |
|
|
(844 |
) |
|
|
-7.0 |
% |
Interest income (expense), net |
|
|
36 |
|
|
|
0.4 |
% |
|
|
(125 |
) |
|
|
-1.0 |
% |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
|
0.0 |
% |
|
|
11 |
|
|
|
0.1 |
% |
Unrealized loss on marketable securities |
|
|
(270 |
) |
|
|
-3.1 |
% |
|
|
— |
|
|
|
0.0 |
% |
Other income |
|
|
— |
|
|
|
0.0 |
% |
|
|
23 |
|
|
|
0.2 |
% |
Net income loss before income taxes |
|
|
(2,058 |
) |
|
|
-24.0 |
% |
|
|
(935 |
) |
|
|
-7.7 |
% |
Provision for income taxes |
|
|
16 |
|
|
|
0.2 |
% |
|
|
33 |
|
|
|
0.3 |
% |
Net loss |
|
$ |
(2,074 |
) |
|
|
-24.2 |
% |
|
$ |
(968 |
) |
|
|
-8.0 |
% |
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
|
|
13 Weeks Ended |
|
|
13 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
|
|
Net |
|
|
Percent |
|
|
Net |
|
|
Percent |
|
||||
|
|
Revenue |
|
|
of Total |
|
|
Revenue |
|
|
of Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recycling and Byproducts |
|
$ |
6,334 |
|
|
|
73.8 |
% |
|
$ |
6,714 |
|
|
|
55.4 |
% |
Replacement Appliances |
|
|
2,253 |
|
|
|
26.2 |
% |
|
|
5,399 |
|
|
|
44.6 |
% |
Total Revenue |
|
$ |
8,587 |
|
|
|
100.0 |
% |
|
$ |
12,113 |
|
|
|
100.0 |
% |
|
|
13 Weeks Ended |
|
|
13 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
||||
|
|
Profit |
|
|
Profit % |
|
|
Profit |
|
|
Profit % |
|
||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recycling and Byproducts |
|
$ |
200 |
|
|
|
3.2 |
% |
|
$ |
1,277 |
|
|
|
19.0 |
% |
Replacement Appliances |
|
|
834 |
|
|
|
37.0 |
% |
|
|
1,804 |
|
|
|
33.4 |
% |
Total Gross Profit |
|
$ |
1,034 |
|
|
|
12.0 |
% |
|
$ |
3,081 |
|
|
|
25.4 |
% |
30
Revenue
Revenue decreased by approximately $3.5 million, or 29.1%, for the 13 weeks ended October 1, 2022, as compared to the 13 weeks ended October 2, 2021. The decrease is primarily due to reduced replacement volume due to a lack of appliance availability, and weakening commodity markets, partially offset by increased recycling volume.
Cost of Revenue
Cost of revenue decreased by approximately $1.5 million, or 16.4%, for the 13 weeks ended October 1, 2022, as compared to the 13 weeks ended October 2, 2021, due to the factors described above.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased by approximately $1.1 million, or 27.2%, for the 13 weeks ended October 1, 2022, as compared to the 13 weeks ended October 2, 2021, primarily due to the suspension of operations of GeoTraq, as well decreases in stock-based compensation, professional fees, amortization expense, and legal fees.
Interest Expense, net
Interest expense, net, decreased by approximately $161,000 for the 13 weeks ended October 1, 2022, as compared to the 13 weeks ended October 2, 2021 primarily due to interest income recorded in connection with the sale of GeoTraq.
Unrealized Loss on Marketable Securities
For the 13 weeks ended October 1, 2022, an unrealized loss on marketable securities of approximately $270,000 was recorded to mark to fair value securities received in connection to the sale of GeoTraq. See Note 24 of the unaudited Consolidated Financial Statements. There were no similar transactions for the 13 weeks ended October 2, 2021.
Gain on Settlement of Vendor Advance Payments
For the 13 weeks ended October 2, 2021, a portion of the vendor advance payments were settled, which resulted in a gain of approximately $11,000. There were no similar transactions for the 13 weeks ended October 1, 2022.
Segment Performance
We report our business in the following segments: Biotechnology, Recycling, and Technology. We identified these segments based on a combination of business type, customers serviced and how we divide management responsibility. Our revenues and profits are driven through our recycling centers, e-commerce, individual sales reps and our internet services for our recycling and technology segment. We expect revenues and profits for our biotechnology segment to be driven by the development of pharmaceuticals that treat the root cause of pain but are non-opioid painkillers. We include corporate expenses within the Recycling segment.
Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s):
|
|
13 Weeks Ended October 1, 2022 |
|
|
13 Weeks Ended October 2, 2021 |
|
||||||||||||||||||||||||||
|
|
Biotechnology |
|
|
Recycling |
|
|
Technology |
|
|
Total |
|
|
Biotechnology |
|
|
Recycling |
|
|
Technology |
|
|
Total |
|
||||||||
Revenue |
|
$ |
— |
|
|
$ |
8,587 |
|
|
$ |
— |
|
|
$ |
8,587 |
|
|
$ |
— |
|
|
$ |
12,113 |
|
|
$ |
— |
|
|
$ |
12,113 |
|
Cost of revenue |
|
|
— |
|
|
|
7,553 |
|
|
|
— |
|
|
|
7,553 |
|
|
|
— |
|
|
|
9,032 |
|
|
|
— |
|
|
|
9,032 |
|
Gross profit |
|
|
— |
|
|
|
1,034 |
|
|
|
— |
|
|
|
1,034 |
|
|
|
— |
|
|
|
3,081 |
|
|
|
— |
|
|
|
3,081 |
|
Selling, general and administrative expense |
|
|
(21 |
) |
|
|
2,879 |
|
|
|
— |
|
|
|
2,858 |
|
|
|
182 |
|
|
|
2,807 |
|
|
|
936 |
|
|
|
3,925 |
|
Operating income (loss) |
|
$ |
21 |
|
|
$ |
(1,845 |
) |
|
$ |
— |
|
|
$ |
(1,824 |
) |
|
$ |
(182 |
) |
|
$ |
274 |
|
|
$ |
(936 |
) |
|
$ |
(844 |
) |
31
Biotechnology Segment
Our biotechnology segment incurred expenses of approximately $124,000, offset by a gain of approximately $145,000 due to an overstatement of segment expenses in Q2 2022 for the 13 weeks ended October 1, 2022, and $182,000 related to employee costs and professional services related to research for the 13 weeks ended October 2, 2021.
Recycling Segment
The recycling segment consists of ARCA Recycling, Customer Connexx, and ARCA Canada. Revenue for the 13 weeks ended October 1, 2022, decreased by approximately $3.5 million, or 29.1%, as compared to the prior year period. Replacement services revenue decreased by approximately $3.1 million, period over period, primarily due to reduced replacement volume due to a lack of appliance availability. Recycling and Byproducts revenue decreased by approximately $380,000 primarily due to weakening commodity markets.
Cost of revenue for the 13 weeks ended October 1, 2022, decreased by approximately $1.5 million, or 16.4%, as compared to the prior year period, for those reasons described above.
Operating loss for the 13 weeks ended October 1, 2022, increased by approximately $2.1 million, as compared to the prior year period. The increase is due to an decrease in gross profit of approximately $2.0 million, partially offset by an increase in selling, general and administrative expenses of approximately $72,000.
Technology Segment
The technology segment consists of GeoTraq. There was no activity for the Technology Segment for the 13 weeks ended October 1, 2022 due to the sale of GeoTraq during the period ended July 2, 2022. See Note 24 of unaudited Consolidated Financial Statements.
For the 39 weeks ended October 1, 2022 and October 2, 2021
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
|
|
39 Weeks Ended |
|
|
39 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
28,449 |
|
|
|
100.0 |
% |
|
$ |
29,391 |
|
|
|
100.0 |
% |
Cost of revenue |
|
|
23,913 |
|
|
|
84.1 |
% |
|
|
23,146 |
|
|
|
78.8 |
% |
Gross profit |
|
|
4,536 |
|
|
|
15.9 |
% |
|
|
6,245 |
|
|
|
21.2 |
% |
Selling, general and administrative expense |
|
|
8,711 |
|
|
|
30.6 |
% |
|
|
12,050 |
|
|
|
41.0 |
% |
Gain on sale of GeoTraq |
|
|
(12,091 |
) |
|
|
-50.6 |
% |
|
|
— |
|
|
|
0.0 |
% |
Operating income (loss) |
|
|
7,916 |
|
|
|
27.8 |
% |
|
|
(5,805 |
) |
|
|
-19.8 |
% |
Interest expense, net |
|
|
(254 |
) |
|
|
-0.9 |
% |
|
|
(323 |
) |
|
|
-1.1 |
% |
Gain on Payroll Protection Program loan forgiveness |
|
|
— |
|
|
|
0.0 |
% |
|
|
1,872 |
|
|
|
6.4 |
% |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
|
0.0 |
% |
|
|
952 |
|
|
|
3.2 |
% |
Gain (loss) on litigation settlement, net |
|
|
1,835 |
|
|
|
6.5 |
% |
|
|
(1,950 |
) |
|
|
-6.6 |
% |
Gain on reversal of contingency loss |
|
|
637 |
|
|
|
2.2 |
% |
|
|
— |
|
|
|
0.0 |
% |
Unrealized loss on marketable securities |
|
|
(646 |
) |
|
|
-2.3 |
% |
|
|
— |
|
|
|
0.0 |
% |
Other income, net |
|
|
359 |
|
|
|
1.3 |
% |
|
|
45 |
|
|
|
0.2 |
% |
Net income (loss) before income taxes |
|
|
9,847 |
|
|
|
34.6 |
% |
|
|
(5,209 |
) |
|
|
-17.7 |
% |
Provision for income taxes |
|
|
23 |
|
|
|
0.1 |
% |
|
|
236 |
|
|
|
0.8 |
% |
Net income (loss) |
|
$ |
9,824 |
|
|
|
34.5 |
% |
|
$ |
(5,445 |
) |
|
|
-18.5 |
% |
32
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
|
|
39 Weeks Ended |
|
|
39 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
|
|
Net |
|
|
Percent |
|
|
Net |
|
|
Percent |
|
||||
|
|
Revenue |
|
|
of Total |
|
|
Revenue |
|
|
of Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recycling and Byproducts |
|
$ |
15,850 |
|
|
|
55.7 |
% |
|
$ |
15,580 |
|
|
|
53.0 |
% |
Replacement Appliances |
|
|
12,599 |
|
|
|
44.3 |
% |
|
|
13,811 |
|
|
|
47.0 |
% |
Total Revenue |
|
$ |
28,449 |
|
|
|
100.0 |
% |
|
$ |
29,391 |
|
|
|
100.0 |
% |
|
|
39 Weeks Ended |
|
|
39 Weeks Ended |
|
||||||||||
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
||||||||||
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
|
Gross |
|
||||
|
|
Profit |
|
|
Profit % |
|
|
Profit |
|
|
Profit % |
|
||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recycling and Byproducts |
|
$ |
68 |
|
|
|
0.4 |
% |
|
$ |
1,739 |
|
|
|
11.2 |
% |
Replacement Appliances |
|
|
4,468 |
|
|
|
35.5 |
% |
|
|
4,506 |
|
|
|
32.6 |
% |
Total Gross Profit |
|
$ |
4,536 |
|
|
|
15.9 |
% |
|
$ |
6,245 |
|
|
|
21.2 |
% |
Revenue
Revenue decreased by approximately $940,000, or 3.2%, for the 39 weeks ended October 1, 2022, as compared to the 39 weeks ended October 2, 20212. The decrease is primarily due to reduced replacement volume due to a lack of appliance availability, and weakening commodity markets, partially offset by increased recycling volume.
Cost of Revenue
Cost of revenue increased by approximately $765,000, or 3.3%, for the 39 weeks ended October 1, 2022, as compared to the 39 weeks ended October 2, 2021, due to the factors described above.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased by approximately $3.3 million, or 27.7%, for the 39 weeks ended October 1, 2022, as compared to the 39 weeks ended October 2, 2021, primarily due to the suspension of operations of GeoTraq, as well decreases in stock-based compensation, professional fees, amortization expense, and legal fees.
Interest Expense, net
Interest expense, net, decreased by approximately $69,000 for the 39 weeks ended October 1, 2022, as compared to the 39 weeks ended October 2, 2021 primarily due to interest income recorded in connection with the sale of GeoTraq, partially offset by increased interest on notes payable.
33
Gain on Sale of GeoTraq
During the 39 weeks ended October 1, 2022, we recorded a gain on the sale of GeoTraq of approximately $12.1 million. See Note 24 of unaudited Condensed Consolidated Financial Statements.
Unrealized Loss on Marketable Securities
For the 39 weeks ended October 1, 2022, an unrealized loss on marketable securities of approximately $646,000 was recorded to mark to fair value securities received in connection to the sale of GeoTraq. See Note 24 of unaudited Consolidated Financial Statements. There were no similar transactions for the 39 weeks ended October 2, 2021.
Gain on Litigation Settlement, net
Gain on litigation settlement includes the receipt of a $1.95 million payment from Sompo International Companies (“Sompo”) in exchange for a full release in favor of Sampo from liability for both the GeoTraq and SEC-related matters, partially offset by an accrual of approximately $115,000 to finalize the Blackhawk settlement.
Gain on Reversal of Contingency Loss
Gain on reversal of continency loss reverses approximately $637,000 in contingent liabilities relating to guarantees of ApplianceSmart leases that no longer exist as a result of ApplianceSmart's emergence from bankruptcy (see Notes 6 and 11 to the unaudited financial statements).
Gain on Settlement of Vendor Advance Payments
For the 39 weeks ended October 2, 2021, a portion of the vendor advance payments were settled, which resulted in a gain of approximately $952,000. There were no similar transactions for the 39 weeks ended October 1, 2022.
Segment Performance
We report our business in the following segments: Biotechnology, Recycling, and Technology. We identified these segments based on a combination of business type, customers serviced and how we divide management responsibility. Our revenues and profits are driven through our recycling centers, e-commerce, individual sales reps and our internet services for our recycling and technology segment. We expect revenues and profits for our biotechnology segment to be driven by the development of pharmaceuticals that treat the root cause of pain but are non-opioid painkillers. We include corporate expenses within the Recycling segment.
Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s):
|
|
39 Weeks Ended October 1, 2022 |
|
|
39 Weeks Ended October 2, 2021 |
|
||||||||||||||||||||||||||
|
|
Biotechnology |
|
|
Recycling |
|
|
Technology |
|
|
Total |
|
|
Biotechnology |
|
|
Recycling |
|
|
Technology |
|
|
Total |
|
||||||||
Revenue |
|
$ |
— |
|
|
$ |
28,449 |
|
|
$ |
— |
|
|
$ |
28,449 |
|
|
$ |
— |
|
|
$ |
29,391 |
|
|
$ |
— |
|
|
$ |
29,391 |
|
Cost of revenue |
|
|
— |
|
|
|
23,913 |
|
|
|
— |
|
|
|
23,913 |
|
|
|
— |
|
|
|
23,146 |
|
|
|
— |
|
|
|
23,146 |
|
Gross profit |
|
|
— |
|
|
|
4,536 |
|
|
|
— |
|
|
|
4,536 |
|
|
|
— |
|
|
|
6,245 |
|
|
|
— |
|
|
|
6,245 |
|
Selling, general and administrative expense |
|
|
331 |
|
|
|
8,374 |
|
|
|
6 |
|
|
|
8,711 |
|
|
|
1,232 |
|
|
|
7,998 |
|
|
|
2,820 |
|
|
|
12,050 |
|
Gain on sale of GeoTraq |
|
|
— |
|
|
|
— |
|
|
|
(12,091 |
) |
|
|
(12,091 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Operating income (loss) |
|
$ |
(331 |
) |
|
$ |
(3,838 |
) |
|
$ |
12,085 |
|
|
$ |
7,916 |
|
|
$ |
(1,232 |
) |
|
$ |
(1,753 |
) |
|
$ |
(2,820 |
) |
|
$ |
(5,805 |
) |
Biotechnology Segment
Our biotechnology segment incurred expenses of approximately $331,000 and $1.2 million related to employee costs and professional services related to research for the 39 weeks ended October 1, 2022 and October 2, 2021, respectively.
34
Recycling Segment
The recycling segment consists of ARCA Recycling, Customer Connexx, and ARCA Canada. Revenue for the 39 weeks ended October 1, 2022, decreased by approximately $940,000, or 3.2%, as compared to the prior year period. Replacement services revenue decreased by approximately $1.2 million, period over period, primarily due to reduced replacement volume due to a lack of appliance availability. Recycling and Byproducts revenue increased by approximately $270,000 primarily due to strong consumer demand, partially offset by weakening commodity markets.
Cost of revenue for the 39 weeks ended October 1, 2022, increased by approximately $760,000, or 3.3%, as compared to the prior year period, for those reasons described above.
Operating loss for the 39 weeks ended October 1, 2022, increased by approximately $2.1 million as compared to the prior year period. The increase is due to an decrease in gross profit of approximately $1.7 million, and an increase in selling, general and administrative expenses of approximately $400,000.
Technology Segment
The technology segment consists of GeoTraq. Results for the 39 weeks ended October 1, 2022 includes income of approximately $12.1 million, as compared to a loss of approximately $2.8 million for the 39 weeks ended October 2, 2021. The increase is due to income from the sale of GeoTraq.
Liquidity and Capital Resources
Overview
As of October 1, 2022, we had total cash on hand of approximately $868. As we continue to prepare to begin late-stage clinical development with our pharmaceutical product, JAN101, and potentially pursue strategic transactions to expand and grow our business, we regularly monitor capital market conditions and may raise additional funds through borrowings or public or private sales of debt or equity securities. The amount, nature and timing of any borrowings or sales of debt or equity securities will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
Based on our current operating plans, we believe that available cash balances, funds available under our credit facility with Gulf Coast, and or other refinancing of existing indebtedness will provide sufficient liquidity to fund our operations, our continued investments in store openings and remodeling activities for at least the next 12 months.
Cash Flows
During the 39 weeks ended October 1, 2022, cash used in operations was approximately $2.4 million, compared to cash used in operations of approximately $3.5 million during the 39 weeks ended October 2, 2021. The increase in cash used in operations was primarily due to results of operations, as discussed above.
Cash used in investing activities was approximately $950,000 and $1.6 million, respectively, for the 39 weeks ended October 1, 2022 and the 39 weeks ended October 2, 2021, primarily related to purchases of property and equipment and intangibles.
Cash provided by financing activities was approximately $3.5 million for the 39 weeks ended October 1, 2022, and was primarily due to the proceeds from the new credit facility, as discussed in Note 15 above. Cash provided by financing activities was approximately $7.6 million for the 39 weeks ended October 2, 2021 primarily due to net proceeds received from an equity financing in the amount approximately $5.5 million.
Sources of Liquidity
We utilize cash on hand and factor certain accounts receivable invoices to cover normal and seasonal fluctuations in cash flows and to support our various growth initiatives. Our cash and cash equivalents are carried at cost and consist primarily of demand deposits with commercial banks. On September 26, 2022, the Company entered into a credit facility with Gulf Coast, whereby the Company can obtain financing up to the lesser of $7.0 million or its calculated borrowing base. Gulf Coast has been granted a security interest in substantially all of ARCA Recycling’s assets. The current purchase and sale agreement with Gulf Coast automatically renews every two years unless terminated by the parties.
35
We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses. We reported net income of approximately $9.8 million and a net loss of approximately $5.4 million, respectively, for the 39 weeks ended October 1, 2022 and October 2, 2021. In addition, the Company has total current assets of approximately $9.4 million and total current liabilities of approximately $23.8 million resulting in a net negative working capital of approximately $14.5 million as of October 1, 2022.
Based on the above, management has concluded that the Company is not aware and did not identify any other conditions or events that would cause the Company to not be able to continue business as a going concern for the next twelve months
Future Sources of Cash; Phase 2b Trials, New Acquisitions, Products, and Services
We may require additional debt financing and/or capital to finance new acquisitions, refinance existing indebtedness, conduct our Phase IIb clinical trials, or consummate other strategic investments in our business. Any financing obtained may further dilute or otherwise impair the ownership interest of our existing stockholders.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk and Impact of Inflation
Interest Rate Risk. We do not believe there is any significant risk related to interest rate fluctuations on our short and long-term fixed rate debt.
Foreign Currency Exchange Rate Risk. We currently generate revenues in Canada. The reporting currency for our consolidated financial statements is U.S. dollars. It is not possible to determine the exact impact of foreign currency exchange rate changes; however, the effect on reported revenue and net earnings can be estimated. We estimate that the overall strength of the U.S. dollar against the Canadian dollar had an immaterial impact on the revenues and net income for the fiscal year ended January 1, 2022. We do not currently hedge foreign currency fluctuations and do not intend to do so for the foreseeable future.
We do not hold any derivative financial instruments, nor do we hold any securities for trading or speculative purposes.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Control and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer (our CEO) and principal financial officer (our CFO), of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 1, 2022, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended October 1, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of October 1, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal control over financial reporting was not effective as of October 1, 2022.
36
Management noted material weaknesses in internal control when conducting their evaluation of internal control as of October 1, 2022. (1) Insufficient information technology general controls (“ITGC”) and segregation of duties. It was noted that people who were negotiating a contract, were also involved in approving invoices without proper oversight. Additional controls and procedures are necessary and are being implemented to have check and balance on significant transactions and governance with those charged with governance authority. (2) Inadequate control design or lack of sufficient controls over significant accounting processes. The cutoff and reconciliation procedures were not effective with certain accrued and deferred expenses. (3) Insufficient assessment of the impact of potentially significant transactions, and (4) Insufficient processes and procedures related to proper recordkeeping of agreements and contracts. In addition, contract to invoice reconciliation was not effective with certain transportation service providers. As part of its remediation plan, processes and procedures have been implemented to help ensure accruals and invoices are reviewed for accuracy and properly recorded in the appropriate period. These material weaknesses remained outstanding as of the filing date of this quarterly report on Form 10-Q and management is currently working to remedy these outstanding material weaknesses.
The Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgements in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
37
PART II. Other Information
Item 1. Legal Proceedings
The information in response to this item is included in Note 15, Commitments and Contingencies, to the Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. However, in light of the SEC Complaint, the Company provides the following additional risk factor, which supplements the risk factors previously disclosed by the Company in Part I, Item 1A, Risk Factors, of the 2020 10-K.
We are the subject of an SEC Complaint, which could divert management's focus, result in substantial litigation expenses and have an adverse impact on our business, reputation, financial condition, results of operations or stock price.
We are currently subject to an SEC Complaint. Refer to Note 15 to our Consolidated Financial Statements and Part II, Item 1 of this Quarterly Report for additional information regarding this specific matter. We may be subject to additional investigations, arbitration proceedings, audits, regulatory inquiries and similar actions, including matters related to intellectual property, employment, securities laws, disclosures, tax, accounting, class action and product liability, as well as regulatory and other claims related to our business and our industry, which we refer to collectively as legal proceedings. We cannot predict the outcome of any particular proceeding, or whether ongoing investigations, will be resolved favorably or ultimately result in charges or material damages, fines or other penalties, enforcement actions, bars against serving as an officer or director, or practicing before the SEC, or civil or criminal proceedings against us or members of our senior management.
Legal proceedings in general, and securities and class action litigation and regulatory investigations in particular, can be expensive and disruptive. Our insurance may not cover all claims that may be asserted against us, and we are unable to predict how long the legal proceedings to which we are currently subject will continue. An unfavorable outcome of any legal proceeding may have an adverse impact on our business, financial condition and results of operations or our stock price. Any proceeding could negatively impact our reputation among our stakeholders. Furthermore, publicity surrounding ongoing legal proceedings, even if resolved favorably for us, could result in additional legal proceedings against us, as well as damage our image.
We may not be able to maintain compliance with the continued listing requirements of The Nasdaq Global Market.
Our common stock is listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, a requirement that our closing bid price be at least $1.00 per share. If we fail to continue to meet all applicable continued listing requirements for The Nasdaq Global Market in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financing to repay debt, and fund our operations.
On April 13, 2022, we received a notice from The NASDAQ Stock Market (“Nasdaq”) that we did not presently comply with Nasdaq’s Listing Rule 5550(b)(1) (the “Rule”) that requires a Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. The notice did not have any immediate effect on the listing of our common stock on the Nasdaq Capital Market and we had 45 calendar days from the date of the notice to submit a plan to Nasdaq to regain compliance with Nasdaq’s continued listing rules. We submitted such a plan on May 31, 2022, wherein we discussed the GeoTraq sale (see Note 24) and how that placed the Company back into compliance with the Rule. As of the filing date, we have received no further communication on the matter.
Item 2. Unregistered Sales of Equity Securities and Use of funds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
38
Item 5. Other Information.
None.
39
Item 6. Exhibits.
Index to Exhibits
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File Number |
|
Exhibit Number |
|
Filing Date |
10.28 |
|
Asset Purchase Agreement between JanOne Inc. and SPYR Technologies Inc., dated May 24, 2022 |
|
8-K |
|
0-19621 |
|
10.28 |
|
05/31/22 |
|
|
|
|
|
|
|
|
|
|
|
10.29 |
|
Promissory Note of SPYR Technologies Inc. in favor of JanOne Inc., dated May 24, 2022 |
|
8-K |
|
0-19621 |
|
10.29 |
|
05/31/22 |
|
|
|
|
|
|
|
|
|
|
|
10.92 |
|
|
8-K |
|
0-19621 |
|
10.92 |
|
09/28/22 |
|
|
|
|
|
|
|
|
|
|
|
|
10.93 |
|
Guaranty to Gulf Coast Bank and Trust by JanOne Inc., dated as of September 21, 2022. |
|
8-K |
|
0-19621 |
|
10.93 |
|
09/28/22 |
|
|
|
|
|
|
|
|
|
|
|
10.94 |
|
Debt Subordination Agreement by Isaac Capital Group, dated as of September 21, 2022. |
|
8-K |
|
0-19621 |
|
10.94 |
|
09/28/22 |
|
|
|
|
|
|
|
|
|
|
|
31.1 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS |
* |
Inline XBRL Instance Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
* |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL |
* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF |
* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB |
* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE |
* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
|
|
* Filed herewith.
† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
40
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized.
|
|
JanOne Inc. |
|
|
|
(Registrant) |
|
|
|
|
|
Date: |
November 14, 2022 |
By: |
/s/ Tony Isaac |
|
|
|
Tony Isaac |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
Date: |
November 14, 2022 |
By: |
/s/ Virland A. Johnson |
|
|
|
Virland A. Johnson |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
41